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Boom Pictures Limited Offer declared unconditional in all respects

Date : 07/26/2012 @ 12:30PM
Source : UK Regulatory (RNS & others)
Stock : Audioboom Grp. (BOOM)
Quote : 14.0  0.375 (2.75%) @ 12:35PM
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Boom Pictures Limited Offer declared unconditional in all respects

TIDMBOOM

RNS Number : 6377I

Boom Pictures Limited

26 July 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 July 2012

OFFER UPDATE

Recommended cash offer

by Deloitte Corporate Finance

on behalf of Boom Pictures Limited ("Boom Pictures")

for Boomerang Plus plc ("Boomerang")

Offer declared unconditional in all respects

On 4 July 2012, the Independent Directors and board of directors of Boom Pictures announced that they had reached agreement on the terms of a recommended cash offer to be made by Deloitte Corporate Finance on behalf of Boom Pictures for the entire issued and to be issued share capital of Boomerang, excluding the Roll-over Shares. The full terms and conditions of the Offer and the procedures for acceptance are set out in the offer document issued on 4 July 2012 (the "Offer Document").

Terms defined in the Offer Document have the same meaning in this announcement unless the context requires otherwise.

Boom Pictures is pleased to announce that all of the conditions of the Offer have now either been satisfied or waived and the Offer is hereby declared unconditional in all respects.

The Offer will remain open for acceptance until further notice. At least 14 days' notice will be given in the event that the Offer is to be closed.

Level of acceptances

As at 1.00 p.m. (London time) on 26 July 2012, Boom Pictures had received valid acceptances of the Offer in respect of 6,434,730 Offer Shares, representing approximately 97.3 per cent. of the total Offer Shares, which Boom Pictures may count towards the satisfaction of the Acceptance Condition of the Offer.

Of this total, Boom Pictures has received acceptances pursuant to irrevocable undertakings to accept the Offer in respect of a total of 5,346,477 Boomerang Shares, representing approximately 80.8 per cent. of the Offer Shares. Of this total, valid acceptances have been received from persons acting or deemed to be acting in concert with Boom Pictures in respect of a total of 2,182,704 Boomerang Shares, representing approximately 33.0 per cent. of the Offer Shares. A total of 5,000 Boomerang Shares, representing 0.1 per cent. of the Offer Shares remain outstanding under these irrevocable commitments.

Further dealings by Boom Pictures' concert parties

Boomerang had prior to 1.00 p.m. (London time) on 26 July 2012 issued a further 231,321 Boomerang Shares as a result of Boomerang Options being exercised, all of which have been accepted in relation to the Offer. Accordingly, the current total issued share capital of Boomerang is set out below in accordance with Rule 2.10 of the Code.

As a result of the exercise of Boomerang Options, the Management Team (and their close relatives and related trusts) have had the following further dealings in the relevant securities of Boomerang since the Announcement of the Offer:

 
 Boomerang            Boomerang Share          Number of            Date 
  Director             Option Scheme            Boomerang 
                                                Options exercised 
-------------------  -----------------------  -------------------  -------------------- 
 Mark Fenwick         Boomerang 2005           13,725               26 July 2012 (prior 
                       Enterprise Management                         to 1.00 p.m.) 
                       Incentive Plan 
-------------------  -----------------------  -------------------  -------------------- 
 Nia Thomas           Boomerang 2005           30,000               26 July 2012 (prior 
                       Enterprise Management                         to 1.00 p.m.) 
                       Incentive Plan 
-------------------  -----------------------  -------------------  -------------------- 
 Dylan Davies         Boomerang 2005           20,000               26 July 2012 (prior 
                       Enterprise Management                         to 1.00 p.m.) 
                       Incentive Plan 
-------------------  -----------------------  -------------------  -------------------- 
 Becca Evans          Boomerang 2005           6,398                26 July 2012 (prior 
  (wife of             Enterprise Management                         to 1.00 p.m.) 
  Gruffydd             Incentive Plan 
  Davies who 
  is a member 
  of the Management 
  Team) 
-------------------  -----------------------  -------------------  -------------------- 
 

Save as disclosed in this announcement and in paragraph 5 of Appendix IV of the Offer Document, as at 25 July 2012, the last practicable Business Day prior to this announcement, neither Boom Pictures nor, so far as Boom Pictures is aware, any person acting in concert with Boom Pictures, had an interest in or right to subscribe for relevant securities of Boomerang or had any short position in relation to relevant securities of Boomerang (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Boomerang nor has any such person borrowed or lent therein.

Save for the irrevocable undertakings described above and pursuant to the Share Exchange Deed and the Subscription and Shareholders' Agreement, neither Boom Pictures nor any person acting in concert with Boom Pictures has any arrangement in relation to Boomerang Shares, or any securities convertible or exchangeable into Boomerang Shares or options (including traded options) in respect of, or derivatives referenced to, Boomerang Shares. For these purposes, "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement to deal or refrain from dealing in such securities.

Settlement of consideration

Settlement of the cash consideration due under the Offer in respect of acceptances which have been received and are valid and complete in all respects will be despatched by first class post (in the case of certificated holders) or credited to the relevant CREST account (in the case of uncertificated holders) on or before 9 August 2012. Settlement of the consideration in respect of further acceptances which are valid and complete in all respects will be despatched as soon as practicable and in any event within 14 days of receipt of such acceptances.

Cancellation of trading on AIM, re-registration as a private company and intention to compulsorily purchase Offer Shares

As Boom Pictures has received acceptances under the Offer in respect of 90 per cent. or more of the Offer Shares, Boom Pictures intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Offer Shares in respect of which the Offer has not been accepted. A further announcement will be made in due course.

As Boom Pictures is now interested in more than 75 per cent. of the issued share capital of Boomerang, it is also intended that, subject to any applicable regulatory requirements, Boom Pictures will procure that Boomerang applies to the London Stock Exchange for the cancellation of trading in Boomerang's Shares on AIM. It is anticipated that cancellation of trading on AIM will take place approximately 20 Business Days from today. Such cancellation would significantly reduce the liquidity and marketability of any Offer Shares not acquired by Boom Pictures. A further announcement is expected to be made in due course regarding the proposed date for cancellation of trading on AIM. Following such cancellation, Boom Pictures intends to seek to procure the re-registration of Boomerang as a private company.

Shareholders of Boomerang who have not yet accepted the Offer are, therefore, encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document. In the case of Boomerang Shares held in certificated form, the Form of Acceptance should be completed and returned. If you are a holder of Boomerang Shares in uncertificated form (that is in CREST), you should ensure that your TTE Instruction is settled.

If you are in any doubt about the Offer or as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. If you are outside the UK, you should immediately consult an appropriately authorised independent financial adviser.

Enquiries:

For further information, please contact:

Boom Pictures

Lorraine Heggessey 020 8995 3936

Huw Eurig Davies 029 2067 1505

Deloitte Corporate Finance 020 7936 3000

(financial adviser to Lorraine Heggessey & Boom Pictures)

Jon Hinton

James Lewis

Stuart Sparkes

Plank PR 020 8995 3936

(public relations adviser to Boom Pictures)

Louise Plank

Boomerang 07802 793 444

Richard Huntingford, Chairman

finnCap 020 7220 0500

(financial adviser to Boomerang)

Geoff Nash

Charlotte Stranner

Walbrook PR 020 7933 8780

(PR adviser to Boomerang)

Paul McManus

Paul Cornelius

Further information

This announcement is for information purposes only and is not intended and does not constitute or form part of an offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise. The Offer is being made solely by the Offer Document and the accompanying Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted.

Deloitte Corporate Finance is acting only for Lorraine Heggessey and Boom Pictures and no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than those persons for providing the protections afforded to clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.

finnCap Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting only for Boomerang and no one else in connection with the Offer and will not be responsible to anyone other than Boomerang for providing the protections afforded to clients of finnCap Ltd or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Boomerang confirms that, at the date of this announcement, there are 9,163,548 Boomerang Shares in issue and admitted to trading on AIM. The ISIN of the Boomerang Shares is GB00B23VYZ68.

Overseas Shareholders

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Boom Pictures and permitted by applicable law and regulation, subject to certain exemptions, the Offer is not being, made, directly or indirectly, in or into and is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, unless otherwise determined by Boom Pictures, copies of this announcement and any other documentation relating to the Offer are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction and persons receiving this announcement and any other documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may be a breach of applicable law and regulation in that jurisdiction and may invalidate any purported acceptance of the Offer. The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction.

Any person (including nominees, trustees and custodians) who would, or otherwise intends to, or may have a legal or contractual obligation to, forward this announcement and/or any documentation relating to the Offer to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction and seek appropriate advice before taking any action.

Publication on websites and availability of hard copies

A copy of this announcement will be made available free of charge, at www.boomerang.co.uk and www.boombid.co.uk by no later than 12 noon on 27 July 2012 and will be available during the course of the Offer. You may request a hard copy of this announcement, free of charge, by contacting Mark Fenwick, the Company Secretary of Boomerang, on +44 (0) 29 2067 1500 or Jenny Stephenson of CMS Cameron McKenna LLP on +44 (0) 207 367 3000. It is important that you note that unless you make such a request, a hard copy of this announcement and any information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information sent to you in relation to the Offer should be in hard copy form. For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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